FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [ RDUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/11/2014 | C | 1,794,983(1) | A | (1) | 1,794,983(1) | D(2) | |||
Common Stock | 06/11/2014 | C | 871,851(1) | A | (1) | 871,851(1) | I | See footnote(3) | ||
Common Stock | 06/11/2014 | P | 587,500 | A | $8 | 587,500 | I | See footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B-2 Convertible Preferred Stock | (5) | 06/11/2014 | C | 227,938 | (5) | (5) | Common Stock | 1,794,983(5) | $0.00 | 0 | D(2) | ||||
Series B-2 Convertible Preferred Stock | (5) | 06/11/2014 | C | 110,713 | (5) | (5) | Common Stock | 871,851(5) | $0.00 | 0 | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities reported reflect (i) the total number of shares of common stock issued pursuant to the conversion of Series B-2 Convertible Preferred Stock (the "Series B-2 Stock") previously reported, (ii) a 1 for 2.28 reverse stock split, effected by the Issuer on 4/24/14 (the "Stock Split"), and (iii) all accrued dividends on the Series B-2 Stock paid in shares of common stock in connection with such conversion. |
2. The reported securities are owned directly by F2 Bioscience IV L.P. ("F2 IV"). F2 Bioscience IV GP Ltd. ("F2 IV GP") is the General Partner of F2 IV. Katherine Priestley and Globeways Holdings Limited ("Globeways") are members of F2 IV GP. F2 Capital Limited ("F2 Capital") is an investment adviser to F2 IV. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
3. The reported securities are owned directly by F2 Bio Ventures V L.P. ("F2 Bio"). F2 Bio Ventures GP Ltd. is the General Partner of F2 Bio. Globeways is the sole member of F2 Bio Ventures GP Ltd. F2 Capital is an investment adviser to F2 Bio. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
4. The reported securities are owned directly by F2 Bioscience VI L.P. ("F2 Science"). F2 IV GP is the General Partner of F2 Science. Katherine Priestley and Globeways are members of F2 IV GP. F2 Capital is an investment adviser to F2 Science. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
5. Prior to its automatic conversion into common stock upon the closing of the Issuer's initial public offering on June 11, 2014 (the "Closing Date"), the Series B-2 Stock was convertible at any time, at the holder's election and had no expiration date. On the Closing Date, the Series B-2 Stock was automatically converted into common stock on a 4.386 to 1 basis (which conversion ratio is reflective of the Stock Split), plus accrued dividends on the Series B-2 Stock payable in shares of common stock in connection with such conversion. |
Remarks: |
/s/ Morag Law, attorney-in-fact for F2 Bioscience IV, L.P. | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for F2 Bioscience IV GP Ltd. | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for F2 Capital Ltd. | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for Katherine Priestley | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for F2 Bio Ventures V, L.P. | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for F2 Bio Ventures GP Ltd. | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for Globeways Holdings Ltd. | 06/12/2014 | |
/s/ Morag Law, attorney-in-fact for F2 Bioscience VI, L.P. | 06/12/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |